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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

VEECO INSTRUMENTS INC.



(Name of Subject Company (Issuer))

VEECO INSTRUMENTS INC.



(Name of Filing Person (Offeror))

OPTIONS TO PURCHASE COMMON STOCK, $0.01 PAR VALUE PER SHARE,
HELD BY CERTAIN OPTION HOLDERS UNDER THE

VEECO INSTRUMENTS INC. 1992 EMPLOYEES' STOCK OPTION PLAN,
VEECO INSTRUMENTS INC. 2000 STOCK OPTION PLAN,
VEECO INSTRUMENTS INC. 2000 STOCK OPTION PLAN FOR NON-OFFICER EMPLOYEES,
CVC, INC. 1997 STOCK OPTION PLAN, AND
APPLIED EPI, INC. 1993 STOCK OPTION PLAN



(Title of Class of Securities)

922417 10 0



(CUSIP Number of Class of Securities)
(Underlying Common Stock)

Gregory A. Robbins
Vice President and General Counsel
Veeco Instruments Inc.
100 Sunnyside Blvd., Suite B
Woodbury, NY 11797
(516) 677-0200



(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing person)

Calculation of Filing Fee


Transaction Value Valuation*
  Amount of Filing Fee

$5,546,490   $448.71

*
Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 708,364 shares of common stock of Veeco Instruments Inc., having an aggregate value of $5,546,490 as of December 17, 2003, will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $80.90 for each $1,000,000 of the value of the transaction.

        / / Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:  

Form or Registration No.

 



Filing party:

 



Date filed:

 


        / / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

        Check the appropriate boxes below to designate any transactions to which the statement relates:

        / / third party tender offer subject to Rule 14d-1.

        /x/ issuer tender offer subject to Rule 13e-4.

        / / going-private transaction subject to Rule 13e-3.

        / / amendment to Schedule 13D under Rule 13d-2.

        Check the following box if the filing is a final amendment reporting the results of the tender offer. / /



INTRODUCTORY STATEMENT

        This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to our offer to exchange certain outstanding options to purchase shares of our common stock held by our employees for new options to purchase shares of our common stock having an exercise price equal to the closing price of our common stock on the day immediately preceding the date of grant upon the terms and subject to the conditions in the Offer to Exchange dated December 18, 2003 attached hereto as Exhibit (a)(1) (the "Offer to Exchange").


The information in the Offer to Exchange is incorporated herein by reference in answer to all applicable items in this Schedule TO, except as otherwise set forth below.


Item 1.    Summary Term Sheet.


Item 2.    Subject Company Information.


Item 3.    Identity and Background of Filing Person.

2



Item 4.    Terms of the Transaction.


Item 5.    Past Contracts, Transactions, Negotiations and Arrangements.


Item 6.    Purposes of the Transaction and Plans or Proposals.

3



Item 7.    Source and Amount of Funds or Other Consideration.


Item 8.    Interest in Securities of the Subject Company.


Item 9.    Person/Assets, Retained, Employed, Compensated or Used.


Item 10.    Financial Statements.


Item 11.    Additional Information.


Item 12.    Exhibits.

        

4



Item 13.    Information Required by Schedule 13E-3.


1
Incorporated by reference to Veeco Instruments Inc.'s Annual Report on Form 10-K (No. 000-16244) filed with the SEC on March 27, 2003.

2
Incorporated by reference to Veeco Instruments Inc.'s Registration Statements on Form S-8 (No. 333-08981) filed with the SEC on July 26, 1996, (No. 333-35009) filed with the SEC on September 5, 1997, and (No. 333-79469) filed with the SEC on May 27, 1999.

3
Incorporated by reference to Veeco Instruments Inc.'s Registration Statements on Form S-8 (No. 333-39156) filed with the SEC on June 13, 2000, (No. 333-66574) filed with the SEC on August 2, 2001, (No. 333-88946) filed with the SEC on May 23, 2002, and (No. 333-107845) filed with the SEC on August 11, 2003.

4
Incorporated by reference to Veeco Instruments Inc.'s Registration Statements on Form S-8 (No. 333-49476) filed with the SEC on November 7, 2000 and (No. 333-66574) filed with the SEC on August 2, 2001.

5
Incorporated by reference to Veeco Instruments Inc.'s Registration Statement on Form S-8 (No. 333-36348) filed with the SEC on May 5, 2000.

6
Incorporated by reference to Veeco Instruments Inc.'s Registration Statement on Form S-8 (No. 333-69554) filed with the SEC on September 18, 2001.

5



SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

    VEECO INSTRUMENTS INC.

 

 

By:

/s/  
GREGORY A. ROBBINS      
Name: Gregory A. Robbins
Title: Vice President and General Counsel
Date: December     , 2003

6



INDEX TO EXHIBITS

Exhibit Number
  Description

(a)(1)

 

Offer to Exchange, dated December 18, 2003, including the cover letter to employees dated December 18, 2003 and the Stock Option Election Agreement attached to the Offer to Exchange as Schedule B.

(a)(2)

 

Form of Stock Option Election.

(a)(3)

 

Form of Confirmation to Employees.

(a)(4)

 

Announcement to Employees

(d)(1)

 

Veeco Instruments Inc. 1992 Employees' Stock Option Plan1

(d)(2)

 

Veeco Instruments Inc. 2000 Stock Option Plan2

(d)(3)

 

Veeco Instruments Inc. 2000 Stock Option Plan For Non-Officer Employees3

(d)(4)

 

CVC, Inc. 1997 Stock Option Plan4

(d)(5)

 

Applied Epi, Inc. 1993 Stock Option Plan5

1
Incorporated by reference to Veeco Instruments Inc.'s Registration Statements on Form S-8 (No. 333-08981) filed with the SEC on July 26, 1996, (No. 333-35009) filed with the SEC on September 5, 1997, and (No. 333-79469) filed with the SEC on May 27, 1999.

2
Incorporated by reference to Veeco Instruments Inc.'s Registration Statements on Form S-8 (No. 333-39156) filed with the SEC on June 13, 2000, (No. 333-66574) filed with the SEC on August 2, 2001, (No. 333-88946) filed with the SEC on May 23, 2002, and (No. 333-107845) filed with the SEC on August 11, 2003.

3
Incorporated by reference to Veeco Instruments Inc.'s Registration Statements on Form S-8 (No. 333-49476) filed with the SEC on November 7, 2000 and (No. 333-66574) filed with the SEC on August 2, 2001.

4
Incorporated by reference to Veeco Instruments Inc.'s Registration Statement on Form S-8 (No. 333-36348) filed with the SEC on May 5, 2000.

5
Incorporated by reference to Veeco Instruments Inc.'s Registration Statement on Form S-8 (No. 333-69554) filed with the SEC on September 18, 2001.



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INTRODUCTORY STATEMENT
SIGNATURE
INDEX TO EXHIBITS